Director and Officer Liability and Indemnification Sample Clauses

Director and Officer Liability and Indemnification. (a) For a period of six years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the Company’s certificate of incorporation and bylaws, relating to the exculpation or indemnification of former officers and directors (unless required by applicable Law), it being the intent of the Parties that the officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable Law.
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Director and Officer Liability and Indemnification. (a) Following the Closing, Seller shall renew for a period of at least six (6) years from the Closing Date any directors’ and officers’ liability insurance or fiduciary liability insurance covering the directors and officers of Company or any of its Subsidiaries in effect on the date of this Agreement (each, an “Existing Policy”), which renewal shall provide substantially the same kind and quality of coverage. Seller shall not terminate or agree to terminate any Existing Policy, or fail to renew or pay any premiums due under any Existing Policy unless, in either case, Seller obtains a replacement policy from an insurance carrier with the same or a better credit rating than the insurance carrier under such Existing Policy with benefits and levels of coverage substantially as favorable as such Existing Policy. Seller shall notify Acquiror at least five (5) Business Days prior to terminating or not renewing any Existing Policy and shall provide any documentation reasonably requested by Acquiror to demonstrate Seller’s compliance with the first sentence of this Section 6.1(a). Following the Closing, Seller shall cooperate with, and take all actions reasonably requested by, Acquiror, Company or any of its Subsidiaries, or their respective directors, officers or employees in order to permit such Persons to make and pursue any claims of such Persons under Seller’s insurance policies, to the extent such policies cover directors’ and officers’ liability insurance or fiduciary liability insurance, and Seller shall not take any action to withhold coverage of such Persons.
Director and Officer Liability and Indemnification. Without limiting any other rights of the Company’s pre-Closing officers and directors (whether contractual or under applicable law), for a period of three years after the Closing, the Buyer shall not, and shall not permit the Company to amend, repeal or modify any provision in the Organizational Documents or other agreements entered into with any of the Company’s past or present officers or directors relating to the exculpation or indemnification of former officers and directors (unless required by law), it being the intent of the parties that the officers and directors of the Company prior to the Closing shall continue to be entitled to such exculpation and indemnification for claims by third parties (not including the Seller or the Holder) to the fullest extent permitted under applicable law, in particular under laws applicable to indemnification or exculpation. If the Company or any of its successors or assigns (i) shall consolidate with, merge into or amalgamate with any other Person and shall not be the continuing or surviving corporation or entity of such consolidation, merger or amalgamation or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, the Company (or its successor or assign) shall use its best efforts to ensure proper provisions are made so that the successors and assigns of the Company shall assume all of the obligations set forth in this Section 6.3. The provisions of this Section 6.3 are intended for the benefit of each and any current and former officer and director of the Company and his or her heirs and representatives (provided the Seller or, upon its liquidation and dissolution, any single Person appointed by it (and of whom the Seller notifies the Buyer in writing has been appointed) shall act on behalf of any officer or director desiring to enforce the provisions of this Section 6.3), and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise.
Director and Officer Liability and Indemnification. For a period of six years after the Closing, Buyer shall not, and shall not permit the Company to amend, repeal or modify any provision in the Company’s certificate of incorporation or bylaws relating to the exculpation or indemnification of any officers and directors (unless required by law), it being the intent of the parties that the officers and directors of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of the law.
Director and Officer Liability and Indemnification. (a) Until, and for a period of six (6) years after the Closing Date, the Parent shall cause the Surviving Corporation to fulfill and honor the exculpation, indemnification and expense advance and reimbursement provisions contained in the Company’ Organizational Documents and an indemnification agreement with the Company (each, a “D&O Indemnification Agreement”) limiting the personal liability of directors and officers for damages, shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors or officers of the Company than pertain to such directors or officers on the date of this Agreement. Without limiting the foregoing, from the Closing Date and for a period of six (6) years after the Closing Date, the Parent shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless the present and former officers and directors of the Company (collectively, the “D&O Indemnified Parties”), from and against, and pay or reimburse the D&O Indemnified Parties for, all Losses or obligations (whether or not resulting from third-party claims) resulting from or arising out of actions or omissions of such D&O Indemnified Parties occurring on or prior to the Closing Date (including the transactions contemplated by this Agreement); provided, that such indemnification shall be subject to (x) any limitation imposed from time to time under applicable Law or the Company’ Organizational Documents, and (y) such indemnification shall not be available for any costs or expenses (including reasonable attorneysfees and expenses) or Losses against the D&O Indemnified Parties arising under Article XI, and (ii) advance to any D&O Indemnified Parties expenses incurred in defending any action or suit with respect to such matters; provided, that such advancements shall (x) be subject to any limitation imposed from time to time under the Company’ Organizational Documents and applicable Law and (y) not be available for any cost or expenses (including reasonable attorneys’ fees and expenses) incurred in the defense of any Proceeding arising under Article XI. Notwithstanding anything herein to the contrary, in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim.
Director and Officer Liability and Indemnification. (i) Without limiting any additional rights that any Person may have under any other agreement, from the Closing Date through the sixth (6th) anniversary of the Closing Date, Buyer shall indemnify and hold harmless each present (as of immediately prior to the Closing) and former officer or director of the Company Entities (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (a) the fact that the Indemnified Party is or was an officer or director of the Company Entities or (b) matters existing or occurring at or prior to the Closing Date (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent provided for in the applicable Company Entity’s respective certificate of incorporation, by-laws or other organizational documents in effect on the date of this Agreement. In the event of any such claim, action, suit, proceeding or investigation, (1) each Indemnified Party, to the fullest extent permitted under applicable Law, will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Buyer or the Company Entities within ten (10) Business Days after receipt by Buyer from the Indemnified Party of a request therefor, provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (2) neither Buyer nor any Company Entity, nor any of their respective Affiliates, shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents and (3) Buyer, the Company Entities and their respective Affiliates shall cooperate in the defense of any such matter.
Director and Officer Liability and Indemnification. For a period of six (6) years after the Closing, Buyer shall not, and shall not permit any of the Companies to amend, repeal or modify any provision in the governing documents of such Company (e.g., articles of incorporation, bylaws, operating agreements, partnership agreements, etc.) relating to the exculpation or indemnification of former officers and directors (unless required by law), it being the intent of the parties that such former officers and directors of such Company prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable law and as applicable as of the Closing Date.
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Director and Officer Liability and Indemnification. The Investor hereby agrees to do the following:
Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify and hold harmless all current and former directors, officers and employees of the Company and its Subsidiaries (the “D&O Indemnified Persons”) against any claims, Losses, Liabilities, judgments, fees, costs or expenses, including reasonable attorneysfees and disbursements incurred in connection with any Table of Contents Action, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the transactions contemplated hereby and the consummation of the transactions contemplated hereby), in each case in their capacities as such whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or the applicable Subsidiary of the Company, as the case may be, would have been permitted, under applicable Law, indemnification agreements existing on the date hereof or the organizational documents of the Company and its Subsidiaries in effect on the date hereof, to indemnify such D&O Indemnified Persons. For a period of six (6) years after the Effective Time, unless otherwise required by Law (i) the organizational documents of the Surviving Corporation and its Subsidiaries shall continue to contain provisions no less favorable than are presently set forth in the organizational documents of the Company and its Subsidiaries with respect to the indemnification of the D&O Indemnified Persons with respect to acts or omissions by them in their capacities as such or taken at the request of the Company or any of its Subsidiaries at any time on or prior to the Effective Time and (ii) Parent shall not, and shall not permit the Surviving Corporation or any of its Subsidiaries to amend, repeal or modify such indemnification provisions in the Surviving Corporation’s or any of its Subsidiaries’ organizational documents, in each case in a manner that would limit the scope of such indemnification of any D&O Indemnified Person.
Director and Officer Liability and Indemnification. (a) For a period of six years after the Closing, Buyer will not, and will not permit the Company to, amend, repeal or modify any provision in the Company’s articles of incorporation, bylaws or other equivalent governing documents relating to the exculpation, indemnification or advancement of expenses of any officers and directors (each, a “D&O Indemnified Person”) (unless required by law), it being the intent of the parties that the current and former officers and directors of the Company will continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent of the Law.
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